Contract analysis

I. Purpose and Scope of Memorandum This memorandum analyzes the assumptions, qualifications, and limitations to be included in the legal opinion letters of Calderwood & Harkness LLP ("C&H" or the "Firm") to be delivered at the closing currently scheduled for March 28, 2025, in connection with the $1,400,000,000 senior secured Term Loan B facility (the "Term Loan B" or the "Facility") for Nexford Industrial Holdings I

II. Overview of Transaction Documents Covered by the Opinions This section identifies the principal transaction documents that fall within the scope of C&H's two opinion letters. The documents are organized by opinion category. A complete list of all Loan Documents is set forth in Exhibit A to the Credit Agreement; this memorandum focuses on those documents that are the direct subject of one or both of the C&H opinio

1. Credit Agreement. Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto from time to time, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, and the Lenders party thereto from time to ti

2. Guarantee Agreement. Guarantee Agreement dated as of March 28, 2025 (the "Guarantee Agreement"), among Granite Peak NIH Holdings, LLC, a Delaware limited liability company ("Holdings" or "Granite Peak"), as Holdings Guarantor, each Subsidiary Guarantor identified therein (comprising eleven entities), and Crescent Harbor Bank, N.A., as Collateral Agent. The Subsidiary Guarantors are: Nexford Precision Components, I

3. Intercreditor Agreement. Intercreditor Agreement (First Lien / Unsecured) dated as of March 28, 2025 (the "Intercreditor Agreement"), among Crescent Harbor Bank, N.A., as First Lien Collateral Agent, Pinnacle Trust Company, as Unsecured Notes Trustee (in respect of the $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028, CUSIP No. 65342BAA7), and Nexford Industrial Holdings Inc., as B

1. Security Agreement. Security Agreement (Personal Property) dated as of March 28, 2025 (the "Security Agreement"), among Nexford Industrial Holdings Inc. and each Subsidiary Guarantor, as Grantors, and Crescent Harbor Bank, N.A., as Collateral Agent. The Security Agreement grants a first-priority security interest in substantially all personal property of each Grantor, subject to customary exclusions.

2. Holdings Pledge Agreement. Holdings Pledge Agreement dated as of March 28, 2025, pursuant to which Granite Peak NIH Holdings, LLC pledges 100% of the issued and outstanding equity interests (represented by 10,000 shares of common stock, par value $0.01 per share) in Nexford Industrial Holdings Inc. to the Collateral Agent.

3. Borrower Pledge Agreement. Borrower Pledge Agreement dated as of March 28, 2025, pursuant to which Nexford Industrial Holdings Inc. pledges 100% of the equity interests in each of its direct domestic subsidiaries (NPC, NES, NCST, NMS, NP LLC, NIH Intl) to the Collateral Agent.

4. Subsidiary Pledge Agreements. Subsidiary Pledge Agreements dated as of March 28, 2025, pursuant to which each of NPC, NES, NCST, NMS, NP LLC, NIH Intl, Clearfield, Summit, Ridgepoint, and Lakeshore pledges its equity interests in lower-tier subsidiaries (where applicable) to the Collateral Agent.

5. CFC Holdco Limited Pledge Agreement. CFC Holdco Limited Pledge Agreement dated as of March 28, 2025, pursuant to which Nexford International Holdings, Inc. pledges 65% of the voting equity interests and 100% of the non-voting equity interests in Nexford Canada Holdings ULC, an unlimited liability company organized under the laws of the Province of British Columbia, Canada, to the Collateral Agent. The limitation t

6. Intellectual Property Security Agreement. intellectual Property Security Agreement dated as of March 28, 2025, among Nexford and certain Subsidiary Guarantors, as Grantors, and Crescent Harbor Bank, N.A., as Collateral Agent, granting a security interest in all patents, trademarks, copyrights, and related intellectual property of the Grantors.

7. Deposit Account Control Agreements. Deposit Account Control Agreements ("DACAs") dated as of March 28, 2025, covering deposit accounts maintained by the Borrower and the Subsidiary Guarantors at (a) Crescent Harbor Bank, N.A. (deposit accounts ending in -4471 and -4472) and (b) Redstone National Bank (deposit account ending in -6633).

8. Securities Account Control Agreements. Securities Account Control Agreements ("SACAs") dated as of March 28, 2025, covering securities accounts maintained by the Borrower and the Subsidiary Guarantors at the applicable securities intermediaries.

9. Intercompany Note. Intercompany Note dated as of March 28, 2025, executed by Nexford Industrial Holdings Inc. in favor of certain subsidiaries, endorsed and pledged to the Collateral Agent as part of the Collateral package. C. Reliance Documents In rendering its opinion letters, C&H will rely upon the following documents and certificates, among others:

1. Opinion Back-Up Certificate. Opinion Back-Up Certificate of Borrower (the "Back-Up Certificate"), containing factual representations from Nexford Industrial Holdings Inc. for opinion reliance purposes, to be executed on March 28, 2025 by an authorized officer of Nexford. The Back-Up Certificate will contain representations regarding, among other things, the identity and principal place of business of the Loan Part

2. Good Standing Certificates. Good Standing Certificates (or Certificates of Existence, as applicable) from the respective Secretaries of State (or equivalent governmental authority) for all Loan Parties, dated within five (5) business days of the closing date. Sophie Tremblay is currently tracking the procurement and dating of all good standing certificates.

3. Certified Copies of Organizational Documents. Certified copies of the certificate of incorporation, certificate of formation, or other organizational documents of each Loan Party, as filed with and certified by the applicable Secretary of State.

4. Secretary's Certificates. Secretary's Certificates (or Authorized Person Certificates, for limited liability companies) of the Borrower, Holdings, and each Subsidiary Guarantor, certifying as to incumbency of officers or authorized persons, copies of resolutions authorizing the transactions, and copies of the current organizational documents (certificates of incorporation, bylaws, certificates of formation, limite

5. UCC Search Results. UCC-1 and UCC-3 search results in all filing jurisdictions for each Loan Party. The filing jurisdictions are: Delaware (Secretary of State — for Nexford, Holdings/Granite Peak, NPC, NES, NCST, NP LLC, NIH Intl); Illinois (Secretary of State — for NMS); Pennsylvania (Department of State — for Clearfield); South Carolina (Secretary of State — for Summit); Texas (Secretary of State — for Ridgepoin

III. Factual Assumptions This section sets forth the factual assumptions upon which C&H's opinion letters will be based. These assumptions are divided into three categories: (A) standard factual assumptions that are customary in opinion practice; (B) transaction-specific factual assumptions relating to the particular circumstances of the Nexford Term Loan B; and (C) assumptions specifically relating to collateral and

IV. Qualifications and Limitations This section sets forth, in detail, each qualification, limitation, and exclusion to be included in C&H's opinion letters. These qualifications are consistent with customary New York law opinion practice, the TriBar Opinion Committee's reports, and the expectations of W&G and Crescent Harbor for a transaction of this type. A. Fraudulent Transfer / Fraudulent Conveyance Carve-Out The

I. Qualification Regarding Usury The opinion letters will not include any opinion that the interest rate, fees, or other charges payable under the Credit Agreement or any other Loan Document do not violate applicable usury laws. This is a standard and universally accepted exclusion. By way of background, the applicable New York usury limitations are as follows: New York General Obligations Law § 5-501 establishes a c

V. Specific Issues and Discussion Points for the C&H Opinions This section addresses specific issues and discussion points that have arisen or may arise in connection with the preparation and finalization of C&H's opinion letters. A. Entity and Authority Coverage — Division of Responsibility with Local Counsel The Loan Parties in this transaction are organized under the laws of multiple jurisdictions. A clear divisio